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Trans Hex Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1963/007579/06)
Share code: TSX
ISIN: ZAE000018552
("Trans Hex")
Odd-lot offer
1. Introduction
Trans Hex wishes to reduce the substantial and ongoing administration costs
associated with having a large number of small shareholders. Currently 43.9%
of the total number of shareholders in Trans Hex hold in aggregate fewer
than 100 shares. These shareholders hold approximately 91 735 shares.
Accordingly, the board has proposed the implementation of an odd-lot offer
to facilitate a reduction in the number of small shareholders.
2. Offer price
Subject to the fulfilment of the condition precedent, as set out in
paragraph 5, the odd-lot offer will be implemented at an offer price of
R17.02, which is the weighted average traded price of Trans Hex shares on
the JSE Securities Exchange South Africa ("JSE"), over the 30 trading days
ended Tuesday 7 May 2002 ("offer price").
3. Mechanism of the odd-lot offer
3.1. All shareholders who hold in aggregate fewer than 100 shares at the
close of business on Friday 31 May 2002 ("odd-lot holders"), will be
afforded the opportunity to participate in the odd-lot offer. The odd-lot
offer will be implemented on the basis that the odd-lot holders may, up to
16:30 on Wednesday 29 May 2002, elect to:
3.1.1. purchase or subscribe for sufficient additional shares at the offer
price to increase their odd-lot holdings to holdings of 100 shares ("the
purchase alternative"); or
3.1.2. sell their odd-lot holdings at the offer price ("the cash
alternative"); or
3.1.3. retain their odd-lot holdings.
3.2. The shares of those odd-lot holders who do not make an election or who
do not instruct their CSDP or broker as to which election they wish to make
or who elect the cash alternative or who instruct their CSDP or broker that
they wish to elect the cash alternative will be sold in the first instance
to those odd-lot holders who elect the purchase alternative and any surplus
shares will be purchased by Barnard Jacobs Mellet Private Client Services
(Proprietary) Limited ("Barnard Jacobs Mellet").
3.3. To the extent that the number of shares being sold is insufficient to
meet the aggregate requirement of those odd-lot holders who elect the
purchase alternative, Trans Hex will issue new shares to the odd-lot holders
in question at the offer price.
3.4. Barnard Jacobs Mellet has agreed with Trans Hex, for the purpose of the
odd-lot offer, to purchase, at the offer price, any surplus shares. The
surplus shares will then be sold on the JSE and any profit or loss or
transaction costs resulting from such sales will be for the account of Trans
Hex.
4. Financial effects
The odd-lot offer and any issue of new shares pursuant to the odd-lot offer
is not expected to have any material effect on the projected earnings per
share, the net asset value per share or the tangible net asset value per
share.
5. Condition precedent
The implementation of the odd-lot offer is subject to the fulfilment of the
condition precedent that the special resolution number 1 and the ordinary
resolution to be proposed at the general meeting of shareholders to be held
at 11:00 on Friday 10 May 2002 are duly passed, and that special resolution
number 1 is registered by the Registrar of Companies.
6. Salient dates
The salient dates in respect of the odd-lot offer are as follows:
2002
Forms of proxy for the general
meeting of shareholders to
be received by 11:00 on Wednesday 8 May
General meeting of shareholders
held at 11:00 on Friday 10 May
Finalisation announcement published on Tuesday 14 May
Last day to trade in order to
participate in the odd-lot offer on Friday 24 May
Election date for dematerialised
shareholders to advise
their CSDP or broker of their
election Wednesday 29 May
Form of election and surrender
for the odd-lot offer to be
received by 16:30 on Wednesday 29 May
Record date to determine those
shareholders entitled to
participate in the odd-lot offer
and closing date for the offer
at the close of business on Friday 31 May
Implementation of the odd-lot
offer takes effect after
close of business on Friday 31 May
In respect of certificated
shareholders, new share
certificates posted against surrender of
existing documents of title, from Monday 3 June
Dematerialised shareholders
will have their safe custody
accounts held at their CSDP or
broker updated with their
new holding and debited/credited
with the cash amount, as
the case may be on Monday 3 June
Cheques in respect of the sale
by odd-lot holders of odd-lot
holdings posted on or about Monday 3 June
7. Documentation
A document setting out the details of the odd-lot offer and containing a
notice of the general meeting of shareholders was posted to shareholders on
16 April 2002.
Parow
7 May 2002
Sponsor to Trans Hex
in South Africa
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate Finance
Sponsoring broker to
Trans Hex in Namibia
IJG (Pty) Ltd
Legal adviser
Deneys Reitz Inc.
1984/003385/21
Adviser
Barnard Jacobs Mellet
Corporate Finance
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